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ARTICLES  of  incorporation 

,  „***  29  1931 

III 


Antioeh    College, 


OF 


Yellow  SpF^iNqs,  Q^EEfJE  Co.,  0, 


ARTICLES  OF  INCORPORATION 

is. 


Mar 

i,n, 

OF  '        r 


1931 


Antioeh  College, 


OF 


Yellow  SpF^iNqs,  Qf^ee|\Ie  Co.,  0, 


Printed  l>y  Patton  &  Findley, 
GAZETTE  OFFICE, 
Xenia.  O.,  1875. 


;'\    !i    !>5  of  |}lH;Ot[Jlllt[aftlltt« 

Whereas,  the  religious  denomination  called  "Chris- 
tians," (which,  professing  no  creed  but  the  Bible,  and  hav- 
ing no  test  of  fellowship  but  Christian  character,  origina- 
ted as  an  organized  body  in  the  United  States  about  the 
beginning  of  the  nineteenth  century,  under  the  labors  of 
Aimer  Jones,  of  New  England,  David  Purviance,  of  Ken- 
tucky, James  O.  Kelly  and  Francis  Williamson,  of  North 
Carolina,  Brenville  Barrett,  of  Virginia,  Nathan  Worley 
of  Ohio,  and  others,  and  whose  sentiments  have  been  ad- 
vocated in  the  "Herald  of  Gospel  Liberty,"  ot  New  Eng- 
land, the  "Christian  Palladium,"  of  New  York,  the  "Chris- 
tian Sun,"  of  North  Carolina,  and  the  "Gospel  Herald,"  of 
Ohio,)  heretofore  founded  at  Yellow  Springs,  in  Greene 
county,  Ohio,  a  College  or  educational  institution  of  an 
unsectarian  character,  where  superior  intellectual,  moral 
and  religious  advantages  could  be  enjoyed,  free  from  any 
interierence  with  the  right  of  private  judgment  in  theo- 
logical matters ;  and  they  organized  a  corporation  to 
manage  and  conduct  it,  and,  with  aid  derived  from  other 
sources,  acquired  land,  and  erected  various  buildings  suit- 
able ior  such  college ;  but  by  reason  of  debt,  or  too  lib- 
eral expenditure,  or  some  other  miscalculation,  such  cor- 
poration failed  and  became  insolvent,  and  was  compelled 
to  make  an  assignment  for  the  benefit  of  its  creditors,  and 
all  of  its  property  has  been  sold  under  mortgages  to  which 
it  wras  subject;  and  such  corporation  has  thus  been  brok- 
en up,  and  has  now  ceased  to  exist. 

And  whereas,  a  large  number  of  persons  of  the 
"Christian"  denomination  in  Ohio  and  elsewhere,  and  of 
the  Unitarian  denomination  of  Christians  in  the  cities  of 
New  York,  Brooklyn  and  Troy,  and  other  parts  of  the  State 
of  New  York,  in  the  city  of  Boston  and  in  other  parts  of 


6  Articles    of   Incorporation. 

Louis,  Albert  Fearing  and  Edward  Edmonds,  of  Boston, 
Moses  Cummings,  of  Mew  Jersey,  Henderson  Gaylord  and 
E  W.  Clark,  of  Pennsylvania,  and  Henry  W.  Bellows,  C. 
E.  Butler,  G.  W.  Hosmer  and  Amasa  Stanton,  of  New 
York,  are  hereby  constituted  and  appointed  the  first 
Board  of  Trustees.  Each  of  them,  and  each  successive 
member  of  the  Board  of  Trustees,  shall  hold  his  office  un- 
til he  die,  resign,  or  become  incompetent,  or  until  he  shall 
be  superseded  as  hereinafter  provided.  Upon  the  hap- 
pening of  the  death,  resignation  or  incompetency  of  any 
member  of  the  Board  of  Trustees,  or  upon  his  being  su- 
perseded, the  remaining  members  shall  appoint  a  suitable 
person  to  fill  the  vacancy  thereby  occasioned,  and,  if 
practicable,  such  appointment  shall  be  made  at  the  first 
annual  or  special  meeting  of  the  Board  held  after  such 
vacancy  shall  have  occured.  Provided,  it  shall  require 
the  concurrence  in  open  session  of  at  least  eleven  votes 
for  such  election. 

Art.  V.  If  any  members  of  the  Board  of  Trustees  shall 
become  incompetent  to  act  in  that  capacity,  whether  by 
reason  of  the  requirements  of  the  Third  Article,  or  other- 
wise, or  if  he  shall  become  unable  to  discharge,  or  shall 
persistently  neglect,  the  duties  of  that  office,  he  may  be 
superseded  by  the  remaining  members  of  the  Board,  and 
thereupon  his  functions  shall  cease.  A  meeting  for  the 
purposes  of  this  Article  shall  be  composed  of  at  least 
fifteen  members,  and  a  two-thirds  vote  shall  be  necessary 
to  effect  such  supersedure. 

Art.  VI.  The  Board  of  Trustees  shall  meet  annually 
on  the  day  preceeding  the  annual  commencement,  at  Yel- 
low Springs,  Ohio  ;  but  special  meetings  may  be  held  at 
such  other  times  as  the  President  of  the  Executive  Com- 
mittee hereinafter  mentioned  may  appoint.  Correct 
minutes  shall  be  kept  of  all  the  proceedings  of  the  Board 


Antioch  College,  Yellow  Sp  rings,   0  .    7 


of  Trustees,  which  shall  be  regularly  recorded  in  a  book 
provided  for  that  purpose,  and  authenticated  by  the  signa- 
ture of  the  President  or  other  presiding  officer;  these 
minutes,  and  the  minutes  of  the  Executive  Committee 
hereinafter  mentioned,  shall  always  be  open  to  the  in- 
spection of  any  member  of  the  Board  of  Trustees. 

Art.  VII.  The  Board  of  Trustees  shall  elect  one  oi  their 
number  to  be  President  of  the  corporation  hereby  formed, 
provided  it  shall  require  the  concurrence  in  open  session 
of  at  least  eleven  (11)  votes  for  such  election.  He  shall  be 
the  chief  executive  officer  of  such  corporation,  and  shall 
perform  the  duties  appertaining  to  that  station.  When 
present,  he  shall  preside  at  all  meetings  of  the  Board  and 
of  the  Executive  Committee.  He  shall  have  the  charge 
and  general  management  of  the  educational  and  other 
departments  of  the  said  College,  and  of  its  professors, 
teachers  and  subordinates,  subject,  however,  to  the  direc- 
tion of  the  Board  of  Trustees ;  and  shall  perform  such  oth- 
er duties  as  they  may  from  time  to  lime  prescribe.  He 
shall  hold  his  office  during  the  pleasure  of  the  Board  of 
Trustees,  and  may  be  at  any  time  removed  by  them,  f#r 
cause,  upon  the  vote  of  two  thirds  of  the  members  present 
at  any  general  or  special  meeting  which  shall  be  compo- 
sed of  at  least  fifteen  members.  But  no  such  action  shall 
be  taken  against  the  President  except  after  reasonable 
notice  in  writing  to  him  and  all  the  members  of  the  Board 
of  Trustees.  In  case  of  the  removal  of  the  President,  or  of 
his  death,  or  resignation,  his  place  shall  be  immediately 
filled  by  the  Board  of  Trustees  by  a  new  election. 

Art.  VIII.  Sec.  1.  The  Board  of  Trustees  shall  appoint 
some  suitable  person  (who  need  not  necessarily  be  amem- 
ber  of  the  Board)  to  act  as  Treasurer  of  the  corporation 
hereby  formed.  He  shall  give  bonds  for  the  faithful  dis- 
charge of  his  duties,  and  shall  be  the  custodian  of  all  the 


8  Articles    of    Incorporation. 

money  and  property  of  the  corporation.  He  shall  keep  ex- 
act and  methodical  accounts  of  the  receipt  and  expenditure 
of  all  money  for  and  in  behalf  of  the  corporation,  which 
accounts  shall  be  at  all  times  open  to  the  inspection  of 
any  member  of  the  Board  of  Trustees ;  and  he  shall  pre- 
sent a  monthly  statement  of  such  accounts  to  the  Execu- 
tive Committee.  No  money  shall  be  paid  out  by  the 
Treasurer  except  upon  the  direction  of  the  Board  of  Trus- 
tees or  of  the  Executive  Committee,  and  he  shall  in  all 
other  respects  be  subject  to  the  control,  primarily  of  the 
former,  and  secondarily  of  the  latter.  He  shall  hold  his 
office  during  the  pleasure  of  the  Board  of  Trustees  and 
may  be  removed  at  any  time. 

Sec.  2.  The  Board  shall  also  choose  a  Secretary,  who 
shall  keep  the  minutes  of  all  meetings  of  the  Board  and 
of  the  Executive  Committee,  and  perform  such  other  du- 
ties as  the  Board  may  prescribe.  The  Secretary  shall  hold 
his  office  during  the  pleasure  of  the  Board. 

Abt.  IX.  'J  he  Board  of  Trustees  may  appoint  such  oth- 
er officers  for  the  management  of  the  affairs  of  the  corpor- 
ation hereby  formed,  and  for  conducting  and  governing 
the  said  College,  as  they  shall  consider  necessary  or  ex- 
pedient ;  and  may  prescribe  the  duties  of  all  such  officers 
and  remove  them  at  pleasure. 

Art.  X.  The  Board  of  Trustees  shall  also  constitute 
from  among  its  members  a  committee  of  five  persons,  (of 
whom  the  President  shall  always  be  one,)  to  be  called 
the  Executive  Committee,  and  to  whom  shall  be  commit- 
ted, during  the  intervals  between  its  own  meetings,  the 
general  control,  management  and  regulation  of  all  mat- 
ters appertaining  to  the  said  College  and  the  corporation 
hereby  formed.  Such  Committee  shall  hold  monthly 
meetingg,  and  shall  meet,  besides,  whenever  called  to 
gether  by  the  President  or  any  two  of  its  members.    The 


A n ti o c 7i  College^    Yellow  Sp  r  i  n g s ,  0 ,     9 

President  shall  be  its  chairman;  the  presence  of  three 
members  shall  be  sufficient  to  constitute  a  quorum  for 
the  transaction  of  business;  and  correct  minutes  of  all 
its  proceedings  shall  be  kept  ami  regularly  recorded  in 
the  book  of  minutes,  and  duly  authenticated.  The  action 
of  the  Executive  Committee  shall  always  be  subject  to 
the  revision  of  the  Board  of  Trustees,  and  may  be  at  any 
time  limited  or  extended  as  the  Board  may  consider  judi- 
cious or  expedient. 

Art.  XI.  Eleven  members  of  the  Board  of  Trustees 
shall  constitute  a  quorum  for  the  transaction  of  general 
business,  and,  except  as  otherwise  provided  in  these  Ar- 
ticles, the  vote  of  a  majority  shall  always  prevail.  If  at 
any  meeting  of  the  Board  the  President  be  absent,  any 
other  member  may  be  chosen  to  preside  at  such  meeting 
temporarily. 

Art.  XII.  INo  debt  shall  ever  be  contracted  by  the  cor- 
poration hereby  iormed,  nor  shall  it  have  the  power  to 
mortgage  or  pledge  any  portion  of  its  real  or  personal 
property.  ISo  funds  or  property  which  it  may  hereafter 
acquire  by  way  ol  endowment,  shall  ever  be  diverted 
from  the  purposes  for  which  they  shall  have  been  re- 
ceived, or  appropriated  to  any  other  use.  The  current 
expenses  of  the  corporation  hereby  formed,  and  of  its 
College  establishment,  shall  be  kept  within  its  current 
income ;  and  no  portion  of  the  expenses  of  any  one  year 
shall  be  carried  over  to  the  succeeding  year.  To  avoid 
debt,  to  render  the  College  establishment  self-sustaining, 
and  to  preserve  and  secure  any  endowment  fund  which  it 
may  receive  from  waste  or  misappropriation,  are  promi- 
nent objects  wTith  the  founders  of  the  corporation,  and  its 
affairs  shall  be  so  managed  that  those  objects  may  be  ac- 
complished. 

Art.  XIII.    This  Constitution  may,  except  as  to  Article 


10  Articles    of   Incorporation. 

Three,  Four,  Five  and  Twelve,  be  altered  or  amended  at 
any  time  by  a  vote  of  two-thirds  ol  all  the  members  of  the 
Board  of  Trustees  at  any  of  its  annual  meetings,  or  at  any 
special  meeting  called  for  that  purpose,  and  an  alteration 
or  amendment  may  be  made  of  Articles  Three,  Four,  Five 
and  Twelve,  or  of  either  of  them,  at  any  of  such  meetings, 
with  the  concurrence  of  every  member  of  said  Board. 

Art.  XIV.  In  order  to  make  a  provisional  arrangement 
for  conducting  the  business  of  the  corporation  hereby 
formed,  until  the  first  meeting  of  the  Board  of  Trustees, 
Horace  Mann  is  hereby  appointed  President  of  said  cor- 
poration, and  Artemas  Carter  is  hereby  appointed  its 
Treasurer,  and  Horace  Mann  (ex-officio),  Eli  Fay,  John 
Kebler,  E.  M.  Birch,  and  J.  B.  Weston,  are  hereby  appoint- 
ed the  Executive  Committee  required  by  the  <preceeding 
Tenth  Article.  The  several  persons  mentioned  in  this 
Article  shall  hold  their  offices  by  virtue  hereof  until  the 
first  meeting  of  the  Board  of  Trustees,  and  no  longer. 

In  Witness  Whereof,  We  have  hereunto  set  our  hands 
and  seals  the  22nd  day  of  April,  in  the  year  one  thousand 
eight  hundred  and  fifty-nine. 

JOSIAH  QUINCY,  ,.  [seal.] 
ARTEMAS  CARTER,  [seal.] 
T.  M.  McWHINNEY,  [seal.] 
ELI  FAY,  [seal.] 

CHARLES  E.  BUTLER,  Lseal.] 
Sealed  and  delivered  in  presence  -of  ns,        -«•        - 
Kufus  King, 
Henry  W.  Bellows.  N&R    23    1931 


UNIVERSITY  OF  ILLINOIS-URBANA 


